0000919574-11-004231.txt : 20110722 0000919574-11-004231.hdr.sgml : 20110722 20110722161347 ACCESSION NUMBER: 0000919574-11-004231 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110722 DATE AS OF CHANGE: 20110722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PREMIER BANCORP INC CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51195 FILM NUMBER: 11982732 BUSINESS ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FLOOR CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 714-431-4000 MAIL ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FL CITY: COSTA MESA STATE: CA ZIP: 92626 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001040762 IRS NUMBER: 133906061 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129741700 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d1214470_13d-a.htm d1214470_13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/A
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
Pacific Premier Bancorp Inc. 
(Name of Issuer)
 
 
Common Stock, par value $0.01 per share 
(Title of Class of Securities)

 
69478X105
(CUSIP Number)
 
 
Mr. Terry Maltese, Sandler O'Neill Asset Management LLC,
780 Third Avenue, 5th Floor, New York, NY 10017 (212) 486-7300 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

July 12, 2011 
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

SCHEDULE 13D
 
    
CUSIP No. 69478X105
 
Page 2 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Sandler O'Neill Asset Management, LLC
 
 
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
    00
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    New York
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
735,900
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
735,900
   
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    735,900
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    7.30%
 
 
14.
 
Type of Reporting Person*
 
    00
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
 
 
 
 
SCHEDULE 13D
 
     
CUSIP No. 69478X105
 
Page 3 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Holdings, LLC
 
 
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
    00
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
301,300
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
301,300
   
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    301,300
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    2.99%
 
 
14.
 
Type of Reporting Person*
 
    00
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
 
 
 
 
 
SCHEDULE 13D
 
     
CUSIP No. 69478X105
 
Page 4 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Partners, L.P.
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
WC
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
8,000
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
8,000
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    8,000
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    0.08%
 
 
14.
 
Type of Reporting Person*
 
    PN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 
 
SCHEDULE 13D

 
     
CUSIP No. 69478X105
 
Page 5 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund, L.P.
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
WC
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
42,600
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
42,600
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
42,600
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.42%
 
 
14.
 
Type of Reporting Person*
 
PN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 

SCHEDULE 13D

 
     
CUSIP No. 69478X105
 
Page 6 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund II, L.P.
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
WC
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
250,700
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
250,700
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
250,700
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
2.49%
 
 
14.
 
Type of Reporting Person*
 
PN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



 
 
 

SCHEDULE 13D

 
     
CUSIP No. 69478X105
 
Page 7 of 16 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Offshore, Ltd
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
    WC
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Cayman Islands
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
74,400
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
74,400
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            74,400
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.74%
 
 
14.
 
Type of Reporting Person*
 
CO
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
 
 
 
 
 
SCHEDULE 13D

 
     
CUSIP No. 69478X105
 
Page 8 of 16 Pages
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Capital Partners, L.P.
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
    WC
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
360,200
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
360,200
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            360,200
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
3.57%
 
 
14.
 
Type of Reporting Person*
 
PN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 
 
SCHEDULE 13D
 
     
CUSIP No. 69478X105
 
Page 9 of 16 Pages
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Terry Maltese
 
 
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
 
 
  4.
 
Source of Funds*
 
00
 
 
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
USA
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.  Sole Voting Power
 
 
8.  Shared Voting Power
 
735,900
 
9.  Sole Dispositive Power
 
 
10.  Shared Dispositive Power
 
735,900
   
 
         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
735,900
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
7.30%
 
 
14.
 
Type of Reporting Person*
 
IN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 
 

Item 1.    Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, par value $0.01 per share ("Common Stock"), of Pacific Premier Bancorp, Inc. (the "Issuer"), a company incorporated in Delaware, with its principal office at 1600 Sunflower Avenue, 2nd Floor, Costa Mesa, CA 92626.
 
Item 2.    Identity and Background.
 
(a)    This statement is being filed by (i) Sandler O'Neill Asset Management LLC, a New York limited liability company ("SOAM"), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership ("MP"), Malta Hedge Fund, L.P., a Delaware limited partnership ("MHF"), Malta Hedge Fund II, L.P., a Delaware limited partnership ("MHFII") and Malta Offshore, Ltd., a Cayman Islands company ("MO"), (ii) SOAM Holdings, LLC, a Delaware limited liability company ("Holdings"), with respect to shares of Common Stock beneficially owned by MP, MHF and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, and (vii) Terry Maltese, as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII and MO; and as managing member of SOAM Ventures, LLC ("Ventures"), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. ("SCP"), a Delaware limited partnership of which Ventures is the management company.  The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons" and MP, MHF and MHFII are sometimes collectively referred to herein as the "Partnerships." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member of Holdings and SOAM is Mr. Maltese. In his capacity as managing member of Holdings, Ventures, and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, SCP, MO, SOAM and Holdings. The non-managing member of Holdings and SOAM is Sandler O'Neill Holdings, LLC, a New York limited liability company ("S.O. Holdings").
 
(b)    The address of the principal offices of each of MP, MHF, MHFII, SCP, Holdings and SOAM and the business address of Mr. Maltese is Sandler O'Neill Asset Management LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022. The address of the principal office of MO is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, 2nd Floor, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The address of the principal office of S.O. Holdings is c/o Sandler O'Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.
 
 
Page 10 of 16


 
 
 
(c)    The principal business of MP, MHF, MHFII, and SCP is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.
 
(d)    During the last five years, none of MP, MHF, MHFII, SCP MO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)    During the last five years, none of MP, MHF, MHFII, MO, SCP, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)    Mr. Maltese is a U.S. citizen.
 
Item 3.    Source and Amount of Funds.
 
The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MO, and SCP is $26,000, $138,583, $850,582, $240,114, and $1,170,650, respectively. Such shares were purchased with the investment capital of the respective entities.
 
Item 4.    Purpose of Transaction.
 
The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Company on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Company and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Company.  Depending on various factors including, without limitation, the Company's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Company or other shareholders of the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Based upon an aggregate of 10,084,626 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information, as of the close of business on May 13, 2011:
 
 
Page 11 of 16
 
 
 
 
 
 
(i)
 
MP beneficially owned 8,000 shares of Common Stock, constituting approximately 0.08% of the shares outstanding.
 
 
 
(ii)
 
MHF beneficially owned 42,600 shares of Common Stock, constituting approximately 0.42% of the shares outstanding.
 
 
 
(iii)
 
MHFII beneficially owned 250,700 shares of Common Stock, constituting approximately 2.49% of the shares outstanding.
 
 
 
(iv)
 
MO beneficially owned 74,400 shares of Common Stock, constituting approximately 0.74% of the shares outstanding.
 
 
 
(v)
 
SCP beneficially owned 360,200 shares of Common Stock, constituting approximately 3.57% of the shares outstanding.
 
 
(vi)
 
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, and as an affiliate of Ventures, management company for SCP, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 8,000 shares owned by MP, the 42,600 shares owned by MHF, the 250,700 shares owned by MHFII, the 74,400 shares owned by MO, and the 360,200 shares owned by SCP, or an aggregate of 735,900 shares of Common Stock, constituting approximately 7.30% of the shares outstanding.
 
 
 
(vii)
 
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 8,000 shares owned by MP, the 42,600 shares owned by MHF, and the 250,700 shares owned by MHFII, or an aggregate of 301,300 shares of Common Stock, constituting approximately 2.99% of the shares outstanding.
 
 
 
(viii)
 
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings, SOAM, and Ventures, Mr. Maltese may be deemed to beneficially own the 8,000 shares owned by MP, the 42,600 shares owned by MHF, the 250,700 shares owned by MHFII, the 74,400 shares owned by MO, and the 360,200 shares owned by SCP, or an aggregate of 735,900 shares of Common Stock, constituting approximately 7.30% of the shares outstanding.
 
 
 
(ix)
 
In the aggregate, the Reporting Persons beneficially own 735,900 shares of Common Stock, constituting approximately 7.30% of the shares outstanding.
 
 
 
(x)
 
S.O. Holdings directly owned no shares of Common Stock.
 
 
(b)        The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by MO. Mr. Maltese, as President and managing member of Holdings, Ventures, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

 
Page 12 of 16
 
 
 
 

 
 (c) During the sixty days prior to July 22, 2011, the Reporting persons effected the following transactions in the Common Stock.
 
 
Transactions by MP last 60 days
Date
 
Transaction
 
Price
 
Shares
05/17/11
  
Sale
  
6.9220
  
(100)
05/18/11
  
Sale
  
6.9348
  
(300)
05/26/11
  
Sale
  
6.9200
  
(100)
07/06/11
  
Sale
  
6.4200
  
(600)

Transactions by MHF last 60 days
Date
 
Transaction
 
Price
 
Shares
05/16/11
  
Sale
  
6.8700
  
(100)
05/17/11
  
Sale
  
6.9220
  
(300)
05/18/11
  
Sale
  
6.9348
  
(1,600)
05/19/11
  
Sale
  
6.9860
  
(200)
05/23/11
  
Sale
  
6.9847
  
(100)
05/26/11
  
Sale
  
6.9200
  
(300)
06/03/11
  
Sale
  
6.7783
  
(100)
06/06/11
  
Sale
  
6.7700
  
(100)
07/05/11
  
Sale
  
6.4269
  
(200)
07/06/11
  
Sale
  
6.4200
  
(2,800)

Transactions by MHFII last 60 days
Date
 
Transaction
 
Price
 
Shares
05/16/11
  
Sale
  
6.8700
  
(300)
05/17/11
  
Sale
  
6.9220
  
(1,800)
05/18/11
  
Sale
  
6.9348
  
(8,600)
05/19/11
  
Sale
  
6.9860
  
(900)
05/20/11
  
Sale
  
6.9794
  
(200)
05/23/11
  
Sale
  
6.9847
  
(400)
05/24/11
  
Sale
  
6.9700
  
(100)
05/26/11
  
Sale
  
6.9200
  
(1,500)
06/03/11
  
Sale
  
6.7783
  
(600)
06/06/11
  
Sale
  
6.7700
  
(600)
06/08/11
  
Sale
  
6.7780
  
(100)
06/13/11
  
Sale
  
6.6080
  
(200)

Transactions by MO last 60 days
Date
 
Transaction
 
Price
 
Shares
05/16/11
  
Sale
  
6.8700
  
(100)
05/17/11
  
Sale
  
6.9220
  
(600)
05/18/11
  
Sale
  
6.9348
  
(2,700)
05/19/11
  
Sale
  
6.9860
  
(300)
05/20/11
  
Sale
  
6.9794
  
(100)
05/23/11
  
Sale
  
6.9847
  
(100)
05/26/11
  
Sale
  
6.9200
  
(500)
06/03/11
  
Sale
  
6.7783
  
(200)
06/06/11
  
Sale
  
6.7700
  
(200)
06/13/11
  
Sale
  
6.6080
  
(100)
07/05/11
  
Sale
  
6.4269
  
(200)
07/06/11
  
Sale
 
6.4200
  
(3,500)

Page 13 of 16
 
 
 
 

Transactions by SCP last 60 days
Date
 
Transaction
 
Price
 
Shares
05/16/11
  
Sale
  
6.8700
  
(500)
05/17/11
  
Sale
  
6.9220
  
(3,900)
05/18/11
  
Sale
  
6.9348
  
(18,400)
05/19/11
  
Sale
  
6.9860
  
(2,600)
05/20/11
  
Sale
  
6.9794
  
(700)
05/23/11
  
Sale
  
6.9847
  
(1,200)
05/24/11
  
Sale
  
6.9700
  
(500)
05/26/11
  
Sale
  
6.9200
  
(3,900)
05/27/11
  
Sale
  
6.9370
  
(200)
06/03/11
  
Sale
  
6.7783
  
(1,400)
06/06/11
  
Sale
  
6.7700
  
(1,600)
06/08/11
  
Sale
  
6.7780
  
(300)
06/13/11
  
Sale
  
6.6080
  
(400)
06/29/11
  
Sale
  
6.4257
  
(1,100)
06/30/11
  
Sale
  
6.4200
  
(4,200)
07/01/11
  
Sale
  
6.4200
  
(500)
07/11/11
  
Sale
  
6.4715
  
(12,400)
07/12/11
  
Sale
  
6.4700
  
(800)
07/12/11
  
Sale
  
6.4701
  
(15,200)
07/13/11
  
Sale
  
6.4950
  
(1,200)
07/14/11
  
Sale
  
6.4231
  
(10,800)
07/15/11
  
Sale
  
6.4215
  
(1,300)
07/18/11
  
Sale
  
6.4680
  
(5,400)
07/19/11
  
Sale
  
6.4419
  
(2,500)
 
 (d) Not applicable.
 
(e) Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
Exhibit 1
 
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission


Page 14 of 16
 
 
 
 
 
SIGNATURES
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated: July 22, 2011
 
 
                 
MALTA PARTNERS, L.P.
 
 
 
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
 /s/ Terry Maltese
 
 
 
By:
 
/s/ Terry Maltese
 
 
 
 Terry Maltese
 Managing Member
 
 
 
 
 
Terry Maltese
Managing Member
     
MALTA OFFSHORE, LTD
 
 
 
MALTA HEDGE FUND II, L.P.

                 
         
By:
 
/s/ Terry Maltese
 
 
 
By:
 
SOAM Holdings, LLC, the sole general partner
         
   
 Terry Maltese
 Director
 
 
 
By:
 
/s/ Terry Maltese
 
 
 
  
 
 
 
 
 
Terry Maltese
Managing Member

                 
     
SOAM CAPITAL PARTNERS, L.P.
 
 
 
Sandler O'Neill Asset
 
 
 
 
Management LLC
         
By:
 
SOAM Venture Holdings, LLC, the sole general partner
 
 
 
By:
 
/s/ Terry Maltese
 
By:
 
/s/ Terry Maltese
 
 
 
 
 
 
Terry Maltese
President
   
Terry Maltese
Managing Member
            
     
SOAM Holdings, LLC
    
 
Terry Maltese
         
By:
  
/s/ Terry Maltese
    
 
 By:
 
/s/ Terry Maltese
 
   
Terry Maltese
Managing Member
    
 
 
 
Terry Maltese
 
 
Page 15 of 16

 
 
 
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
 
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
 
Dated:  July 22, 2011

                 
MALTA PARTNERS, L.P.
 
 
 
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner
 
 
 
By:
 
SOAM Holdings, LLC,
the sole general partner
         
By:
 
 /s/ Terry Maltese
 
 
 
 
By:
 
/s/ Terry Maltese
 
 
 
 Terry Maltese
 Managing Member
 
 
 
 
 
Terry Maltese
Managing Member
     
MALTA OFFSHORE, LTD
 
 
 
MALTA HEDGE FUND II, L.P.

                 
         
By:
 
/s/ Terry Maltese
 
 
 
By:
 
SOAM Holdings, LLC, the sole general partner
         
   
 Terry Maltese
 Director
 
 
 
By:
 
/s/ Terry Maltese
 
 
 
  
 
 
 
 
 
Terry Maltese
Managing Member
                 
     
SOAM CAPITAL PARTNERS, L.P.
 
 
 
Sandler O'Neill Asset
 
 
 
 
Management LLC
         
By:
 
SOAM Venture Holdings, LLC, the sole general partner
 
 
 
By:
 
/s/ Terry Maltese
 
By:
 
/s/ Terry Maltese
 
 
 
 
 
 
Terry Maltese
President
   
Terry Maltese
Managing Member
            
     
SOAM Holdings, LLC
    
 
Terry Maltese
         
By:
  
/s/ Terry Maltese
 
    
 
 By:
 
/s/ Terry Maltese
 
   
Terry Maltese
Managing Member
    
 
 
 
Terry Maltese
Page 16 of 16